EXCLUSIVE AGENCY AGREEMENT
Date: This agreement is executed on September 12, 2011
BETWEEN
1. ABC corporation, having its principal place of business and head office at
123 4th Avenue, New York, New York, U.S.A. 10003 (hereinafter referred to as the EXPORTER).
And
2. XYZ corporation, having its principal place of business and head office
at MNO building #333, 3-4-5 Akasaka, Minato-ku, Tokyo Japan 107-0051 (hereinafter referred to as the AGENT).

WITNESSETH
Whereas, for the purpose of this agreement it is understood that EXPORTER holds, owns or controls all of the rights to the development and distribution of Banana Electronic products worldwide and, the AGENT is an experienced business organization and influential in the local business community and is desirous of acquiring the right to stock, sell and promoteBanana Electronic products in its area, on the following terms and conditions, the parties hereby enter into the agreement below.
CLAUSE 1. PRODUCTS: -
EXPORTER grants AGENT the exclusive right to promote, sell and stock Banana Electronic products and related scientific research and popular literature in Japan.
CLAUSE 2. APPOINTMENT AND TERRITORY: -
EXPORTER hereby appoints XYZ corporation as its EXCLUSIVE AGENT in the territory of Japan. AGENT certifies it is a citizen of Japan.
CLAUSE 3. SALES AND AGENCY RIGHTS: -
a) EXPORTER grants AGENT the right to market and distribute Banana Electronic products to any customer or resident with its principle place of business in Japan. This right shall be exclusive as long as AGENT actively promotes and sells the products in his territory as agreed herein.
b) AGENT may not advertise or set up and maintain branch offices to resell the products outside of Japan. c) If parties agree in writing beforehand, AGENT may eventually expand its territory to areas outside of Japan.
CLAUSE 4. PURCHASES AND FORECASTS: -
a) AGENT will deliver to EXPORTER a purchase schedule every 3 months.
b) EXPORTER and AGENT have agreed upon a minimum NET purchase of US $500,000 for the first full year in which this agreement is in effect. For the second and the following years the minimum purchase shall be 20% more than the preceding year.
CLAUSE 5. PRODUCT DELIVERY AND STOCK: -
a) The EXPORTER will issue a Price List to the Agent, specifically applicable to Japan and the price for all future transactions will be based on this price list.
b) On signing this agreement the AGENT shall put a minimum purchase order worth US $ 20,000 or 200 units.
c) AGENT shall take delivery of all products and materials at EXPORTER’S head office; AGENT shall undertake the responsibility for the transportation of the products and all other risks.
CLAUSE 6.CHANGES TO EXPORTOR’S PRICE-
EXPORTER may review the prices of the products every three months. An increase in the price charged for the product by the exporter shall be agreed upon in writing by the parties hereto and shall come into force after a three monthprior written notice given by EXPORTER to AGENT. However, during the first six months of cooperation EXPORTER shall not increase the price of the products. The products shall be supplied at prices ruling on date of order entry.

CLAUSE 7. SALE PRICE: -
AGENT undertakes to sell the mentioned products at a rate suitable in the Japanese market.
CLAUSE 8. PAYMENT: -
AGENT shall pay for the product on time as stipulated in the PROFORMA INVOICE or SALES CONTRACT.
CLAUSE 9. AGENT’S OBLIGATIONS: -
AGENT shall:
a) Use its best endeavors to maintain, increase and promote the sales of products in its territory, and may do so by using sub-dealers and distributors directly under its control.
b) AGENT shall establish a head office with equipment and information similar to the head office of EXPORTER in the U.S.A. The same logo, and symbols trademarked by EXPORTER shall be used by AGENT.
c) AGENT waives the right to promote or market any other similar or related products produced by other EXPORTERS.
CLAUSE 10. EXPORTER’S OBLIGATIONS: -
EXPORTER shall:
a) Supply the products as ordered by AGENT on the basis of previous order confirmation.
b) EXPORTER shall not appoint another agent within Japan for import and sale of the products and shall not grant any third party the right or privilege within Japan for the sale of the products. c) EXPORTER hereby gives notice to the AGENT that the lifetime of the equipment is 3 years from the date of delivery. EXPORTER does not bear the responsibility for any damages caused to the equipment by the customer. The EXPORTER does not bear the responsibility for any damages to the customer caused by the customer's misuse of the product.

CLAUSE 11. TRAINING: -
On demand, AGENT shall send his employees to the Exporter’s head office for 3 days of training in the correct manner of presentation of the product information to the customer. EXPORTER shall provide the training course to Agent’s personnel for free. Travel and other training related expenses shall be borne by the AGENT.
CLAUSE 12. INTELLECTUAL PROPERTY RIGHTS: -
Any trademark or other mark associated with the products shall remain the sole property of EXPORTER.
CLAUSE 13. CONFIDENTIALITY: -
Neither party shall divulge any of the other party's trade secrets, business techniques or other confidential information relating to the other party, except for the purpose of performing the terms of the present agreement and as agreed to in advance by the party owning such confidential information. This clause shall survive the termination of this agreement.
CLAUSE 14. LITERATURE AND PUBLICITY: -
AGENT undertakes to advertise the products in Japan and shall keep EXPORTER informed of any action taken in furtherance of promoting the sales of the product.
Costs incurred by AGENT in advertising, trade fairs, exhibitions and promotions, etc. carried out in Japan shall be borne by AGENT. EXPORTER will place at AGENT’S disposal, on request and as available, publicity materials and product literature in reasonable quantities.

CLAUSE 15. SUB-DEALERS OR DISTRIBUTORS: -
AGENT shall have the right to appoint sub-dealers or distributors, to carry out any of AGENT’S obligations in its territory under the present agreement.
CLAUSE 16. FORCE MAJEURE: -
Neither party shall be liable to the other in the event of being unable to perform this agreement by reason of riots, civil disturbances, wars, strikes, or any other circumstances beyond reasonable control.
CLAUSE 17. DURATION OF AGREEMENT: -
a) The agreement comes into force on this day, September 12, 2011 and remains valid for the period of one calendar year, and may be renewed for another two years by mutual written agreement .
b) This agreement shall be void if the AGENT breaches the agreement by failing to meet any of the purchasing quotas set forth this agreement, unless the parties mutually agree in writing to continue the agreement within 5 days of the breach.
CLAUSE 18. ASSIGNMENT: -
AGENT shall not assign or transfer his rights or obligations contained herein to any other party without the prior written consent of the EXPORTER.

CLAUSE 19. NOTICE: -
Any notice required under the terms of this agreement shall be given in writing and sent to the other party by fax.
CLAUSE 20. SETTLEMENT OF DISPUTES: -
If there is any dispute between the parties as to the interpretation of this agreement, or the performance of any matter arising out of this agreement, such dispute shall be settled under New York law.

CLAUSE 21. ENTIRE AGREEMENT: -
The provisions of this agreement constitute the entire agreement between EXPORTER and AGENT and supersedes all previous agreements.
The parties hereto have executed this agreement as of 12th day of September in the year 2011 and affixed their authorized signatures below.
EXPORTER AGENT