EXCLUSIVE AGENCY AGREEMENT(3)

独家代理合同 英文版

by either party during the effective period of this agreement, the parties hereto shall do their best to settle the matter in question as prompt and amicable as possible to mutual satisfaction. Unless settlement should be reached within thirty (30) days after notification in writing of the other party, such other party shall have the right to cancel this Agreement and the loss and damages sustained thereby shall be indemnified by the party responsible for the nonperformance and/or violation. Further in case of bankruptcy or insolvency or liquidation or death and/or reorganization by the third party of the other party ,either party may forth with terminate this Agreement without any notice to the other party.

Article 16 Force Majeure

Either party shall not be held responsible for failure or delay to perform. all or any part of the due to Acts of God, Government orders or restriction or any other events which could not be predicted at the time of the conclusion of the Agreement and could not be controlled, avoided or overcome by the parties. However, the party effected by the Event of Force Majeure shall inform. The other party of its occurrence in written as soon as possible.

Article 17 Trade Terms and Governing Law

The trade terms under this Agreement shall be governed and interpreted under the provisions of 1990 Inco terms and this Agreement shall be governed as to all matters including validity, construction, and performance under the laws of India. Article 18 Arbitration

All disputes arising from the performance of the Agreement should be settled through friendly negotiations. Should no settlement be reached through negotiation, the case shall then be submitted for arbitration to the relevant court of Hong Kong and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties. The Arbitration fee shall be borne by the losing party unless otherwise awarded by the arbitration organization.

WITNESS THEREOF: This Agreement shall come into effect immediately after it is signed by both parties in two original Copies; each party holds one copy.

BLACSYN TECHNOLOGIES

______________________________ Name:

______________________________ Name: Designation: Date:

XYZ Co Ltd.

Designation: Date: