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CONTRACT OF AGENCY

Between the company . GmbH .. .. Deutschland email: info ......com !hone: "#$ ..

Hereinafter called the %AN&FACT&RER, and the company

!ROF'N ()*+s*tof ,o)a-s.i Al. /olida)no0ci 112 3341#3 5a)s*a-a !O6AND email: .)*+s*tof.bo)a-s.i e78o)t4to48oland.eu !hone: 9"#:; <:< =#$ <>2 Hereinafter referred to as the AGENT.

A)t. 1 NON E?C6&/'@E ,A/'/ RE!RE/ENTAT'ON (1) The Manufacturer transfers, for the foreseeable future as mutually agreed to the Agent, the right to promote the sale of its products and search for distributors on olish mar!et. (") The Agent will promote the Manufacturer#s products by his own means. The Agent will support the Manufacturer with the !nowledge and e$perience of olish mar!et, olish legal system etc. so that the Manufacturer could ma!e safe and profitable transactions with olish companies. (%) The Agent is not authori&ed to represent the Manufacturer legally.

(') The Agent has currently the following principals( Mr. )r&ys&tof Boraws!i and his business partner, Mr. Ar!adius& Antosi!.

A)t. > TERR'TOR'A6 6'%'T/ OF THE CONTRACT (1) The mar!et territory refers to the olish territory. The main regions in which the Agent shall de*elop his acti*ity are the following( +hole territory of oland. (") All en,uiries recei*ed by the agent from the contractual territory, will be immediately addressed to the Manufacturer for the ,uotation preparation.

A)t. A DE/'GNAT'ON R'GHT/ (1) +hile the present -ontract is in force, the Agent will be considered as ....... /mbH Agent and will be entitled to use the commercial trademar!s of the Manufacturer#s, but only for contractual products promotion purposes. Any usage does not imply ownership which remains with the Manufacturer.

A)t. # COO!ERAT'ON 'N THE D'/TR',&T'ON (1) The Agent will use all his means to try to sell the contractual products.

(") The Manufacturer will pro*ide the Agent with samples, ad*ertising materials, catalogues, *ideos, technical information and other documents re,uired for sale and promotion of their products and in ade,uate ,uantities. 0hould the contract be annulled at any time, the Agent agrees to return to the Manufacturer all documents still in their possession. (%) The Manufacturer and Agent will discuss later on the best way to publish a new website adapted to the particularities of the olish mar!et. 1*entually this website could be the one used at the present by the Manufacturer. 2n any case, the Manufacturer would be the owner of that website.

A)t. 2 CO%%ERC'A6 O!ERAT'ON (1) The Agent will find potential distributors and customers for the Manufacturer. +hen a prospect has been detected by the Agent, the Agent informs the Manufacturer about the targeted potential customer. (") Any such customer which the Agent informed the Manufacturer about will be registered and protected for the Agent as included in frames of that -ontract for a period of 3 (si$) months allowing sufficient time to arrange a formal presentation to the customer with a *iew to gaining an order. (%) 2f a ,uotation is re,uested by the -ustomer, that -ustomer will then be protected for the Agent as included in frames of that -ontract throughout the whole term of the -ontract. (') The Agent will inform the Manufacturer about the customers contacted and offers in process.

A)t. = !R'CE/ AND COND'T'ON/ GO@ERN'NG CO%%ERC'A6 RE6AT'ON/ (1) The Manufacturer#s ,uotations and in*oices to the customers will be in 145 or 67. (") The Manufacturer will increase the net prices of his products to include the insurance, duty and transport costs re,uired to deli*er to the agreed buyer in oland. (%) The Buotation 8)e8a)ed b+ the %anufactu)e) -ill include in eCe)+ case a .D AEentFs commission . That commission will be paid once the customer payment has been recei*ed by the Manufacturer. (') The Agent is obliged to support the Manufacturer in all cases relating to business connection with the customer, especially in the negotiation of the best transaction conditions and sol*ing disputes which may arise 8 *ia meetings in +arsaw, phone con*ersations, emails etc. 2f such support demands *isiting the customer in his office outside +arsaw or ser*ices of third parties (e.g. e$perts, consultants) the rele*ant e$penses must be pre9appro*ed by the Manufacturer. :ther ser*ices li!e mar!et or law analysis, organi&ing participation in trade fairs etc. would be paid separately if both arties pre9appro*ed the e$penses of such

ser*ices, together with the si&e of prepayment. The rele*ant decisions in this matter will be ta!en case by case. The Agent is not responsible for any negati*e conse,uences which may arise from contracts concluded with the customers. (;) The Manufacturer agrees to pay commission on all sales from all accounts generated and managed by the Agent, throughout the term of the contract 8 in the form of money transfer to the ban! account number ........... (0+2<T( B ): 6 +), during % days from the reception of the in*oice. The Manufacturer will pro*ide the Agent with information regarding the turno*er generated with those companies on a monthly basis 8 during % days after each calendar month. The Agent has a right to confirm the le*el of turno*er directly with olish companies, if necessary. (3) The Agent will in*oice the Manufacturer on a monthly basis for all commission payments due based on gross sales generated by their accounts. The in*oice will be sent *ia email to the Manufacturer address( info=......com.

A)t. < D&RAT'ON OF THE CONTRACT (1) The present contract has a *alidity of "' months from the signature date. 2t will be automatically renewed for ne$t periods of twel*e (1") months with both parties agreement. 0hould either party wish to terminate the contract, it must be declared in writing gi*ing the other party, two (") months notice prior to the cancellation date.

A)t. : TER%'NAT'ON OF D'/TR',&T'ON CO%%'T%ENT/G CO%!EN/AT'ON (1) The denouncing and termination of this present contract will not affect any e$isting business conducted between the Manufacturer and the Agent during its e$ecution. (") 2n case of re*o!ing that -ontract the Manufacturer is obligated to either continue to pay the Agent commission on future sales generated with customers ac,uired by the Agent and managed in frames of that -ontract during the ne$t 1" months from the day of re*ocation or offer a one9off payment based on ..> of the forecasted annual sales to compensate the Agent for the future loss of income.

(%) 0hould a particular customer secured for the Manufacturer by the Agent, e*entually become managed by the Manufacturer directly, the Manufacturer is obligated to either continue to pay the Agent commission on future sales generated with that customer during the ne$t 1" months from that time or offer a one9off payment based on ..> of the forecasted annual sales to compensate the Agent for the future loss of income. Any change of account status should be ad*ised to the Agent, gi*ing two months notice.

A)t. $ 5R'TTEN FOR%G !ARC'A6 N&66'TYG H&R'/D'CT'ON (1) There are no attached conditions to this main contract. Any modification or additions are re,uired in writing, to be agreed and signed by both parties. This is also the re,uirement with regards to the termination of the contract. (") 2n case of nullity of one or se*eral conditions of the present contract, the contracting parties will agree on a *alid substitute proposition which will co*er in the best possible way the economical effects of the ineffecti*e disposition. (%) <or any dispute concerning the fulfilment of this present contract or when e$ecuting any mutual business, the contracting parties submit themsel*es to the e$clusi*e ?urisdiction of the Manufacturer#s registered residence.

5a)sa-G $th of %a+ >31>

The Manufacturer GmbH

The Agent !ROF'N ()*+s*tof ,o)a-s.i

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