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This agreement is made and entered into by and between the parties concerned in Shanghai, China on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follow:

Party A:Shanghai M&G Stationery INC. Add: 3469 Jinqian Rd, Guangming, Fengxian District, Shanghai 201 406, China Tel. +86 21 5747 5410 Fax. +86 21 5757 4428

1. Party B:Channel Partner
Add: Pending
2. Appointment
Party A hereby appoints Party B as its Agent to solicit orders for the commodity stipulated in Article 3 from customers in the territory stipulated in Article 4, and Party B accepts and assumes such appointment.
3. Commodity
M&G branded products.
4. Territory
The Country or Region of pending
5. Minimum turnover
Party A shall impose minimum turnover US$500,000 (pending) on Party B during the effective period 2017 to 2018 (pending) of this agreement. The details of the future cooperation including the turnover set shall be discussed and mutually agreed for the next period of cooperation, before the termination of this agreement.
6. Exclusivity Fee
Party B shall pay US$10,000(pending) as exclusive fee to guarantee to reach the Minimum turnover in the first year. Failure in reaching the sales target will cause the exclusive fee non-refundable.
7. Price and Payment
The price for each individual item shall be fixed and decided by Party A. Payment shall be made by confirmed L/C 360 days.
8. Exclusive Right
In consideration of the exclusive rights granted herein, Party A shall not, directly or indirectly (deliberately), sell or export the commodity stipulated in Article 3 to customers in the authorized market through channels other than Party B; Party B shall not solicit or accept orders for the purpose of selling the commodity outside the authorized market. Party A shall refer to Party B any enquiries or orders in question for the commodity stipulated in Article 3 received by Party A from other firms in the authorized market during the validity of this agreement.
9. Market Report
In order to keep Party A well informed of the prevailing market conditions, Party B should undertake to supply Party A, at least once a quarter or at any time when necessary, with market reports concerning changes of the local regulations in connection with the import and sales of the commodity covered by this agreement, local market tendency and the buyer's comments on quality, packing, price, etc. of the goods supplied by Party A under this agreement. Party B shall also supply party A with quotations and advertising materials on similar products of other suppliers.
10. Advertising and Expenses
Party B shall bear all expenses for advertising and publicity in connection with the commodity in question in the authorized market within the validity of this agreement, and shall submit to Party A all materials intended for advertising of the commodity for the reference. Party A shall provide Party B with the set of advertising materials prepared for all Party A’s distributors in other countries.
11. Industrial Property Rights
Party B may use the trade-marks owned by Party A for the sale of the products covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other industrial property rights used or embodied in the stationery shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter's rights.
12. Validity of Agreement
This agreement, when duly signed by the both parties concerned, shall remain if force for 12 months from 2017 to 2018(pending), and it shall be extended for another period of time into a detailed distribution agreement upon the revision of the cooperation within this period of time and mutual written agreement.
13. Termination
During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.
14. Force Majeure
Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.
15. Arbitration
All disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be reached through negotiation, the case shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission (shanghai) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties; neither party shall seek recourse to a law count or other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party.

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