Safeway Inspection System Limited.

arvin@safeway-system.com
AGENCY AGREEMENT

I. DATE & PARTIES:

THIS AGREEMENT is prepared at xxx on xxxxxxx 2018 between:

M/S SAFEWAY INSPECTION SYSTEM LIMITED having its Registered office

at Room 308, E Building, QiFeng Digital Park, BaiNiKeng, PingHu Street, LongGang
District, Shenzhen, China, 518108, a company established and incorporated in
China and having its manufacturing facilities at A Building, QiFeng Digital Park,
BaiNiKeng, PingHu Street,LongGang District, Shenzhen, China, 518108 for (1) X-
RAY SCANNERS, (2) CARGO AND VEHICLE INSPECTION SYSTEM, (3) XRAY
BAGGAGE SCANNERS, (4) WALK THROUGH METAL DETECTORS AND (5) ALL
OTHER DETECTIVE DEVICES duly authorized in this behalf (Hereinafter referred to
as “Party-A”, which expression shall include its representatives, successors-in-
interest and assigns) of the first party;

AND

M/S xxxxxxxxx having its office at xxxxx (hereinafter referred to as

“Party-B” which expression shall include its successors-in-interest and
assigns) of the second part;

II. RECITALS:
WHEREAS Party-A is desirous of marketing/ sales/ supply of its expertise,
goods, products, including Cargo & Vehicle Inspection System, X-Ray
Baggage Scanners, Walk Through Metal Detectors, All Detective Devices
and other allied equipments under the brand name of M/s. Safeway
Inspection System Limited (Hereinafter “the said product”) to various
buyers in Pakistan including private and government sectors and for that
purpose.
Party-A has agreed to appoint Party-B as its distributor/representative for
the territories as mentioned herein.

III. APPOINTMENT & TERRITORIES:

Party-A hereby appoints Party-B and Party-B hereby accepts the said
appointment as distributors of Party-A for the purpose of local liaison
marketing, selling, distributing, spreading, trading, advertising etc. of the
said products in the territories of Pakistan (“the said territories”). If the
annual sales amount reachs 1.5 million USD in the said territories, the
exclusive agent right will be awarded to the Party-B.

IV. COMMENCEMENT & TERM:

 Safeway Inspection System Limited.
arvin@safeway-system.com
This agreement shall commence from the day of 28th June,2018 and shall
remain in force for an initial period of 5years..

V. SCOPE OF PERFORMANCE:

1. Party-B shall explore, develop and promote sales of the said product and
shall make all efforts to increase the same within the said territories. For
achievement of such purposes, Party-B will keep Party-A informed of the
sale progress status, make recommendations, and suggestions to Party-A.
2. Party-B shall make all efforts and endeavors for the purpose of promotion
of the said products in the said territories and for which Party-A shall
support Party-B by all means.
3. Party-B shall not be entitled to any retainer fee and will undertake all
operational expenses including domestic travel, transportation,
communication i.e. telephone, fax, email, correspondence etc.
entertainment and local overheads of staff marketing team at the expense
of Party-B.

4. Party-B shall use all efforts to assist and cooperate with Party-A in
developing and promoting the sales of the said product in the said
territories and shall provide up-to-date information and market update from
time to time which may be of interest, use or benefit to Party-A in relation
to the sales of the product in the said territories.
VI. PAYMENT:
Party-B shall pay 30 percent of each PO value to Party-A to order product
from Party-A and Party-A shall start to arrange the manufacture upon
receiving of the payment and deliver the product as per agreed time. Upon
delivery of products to Party-B, the balance of the PO value should be
received by Party-A.
VII. PROPERTY OF PARTY-A:
All correspondence, offers, creative works, proposals, confidential
material, slogans, titles, with regard to the said product or ancillary or
incidental thereto during course of performance of this agreement shall
remain the exclusive property of Party-A. However Party-B shall have the
rights to reproduce and utilize such material wherever and whenever it
requires for the purposes of promotion of sales of the said products of
Party-A.

VIII. GOOD FAITH:

Party-B shall in all matters act loyally and faithfully to the Party-A and obey
its instructions and in any case where it is not possible to obtain such
instructions in relation to any particular matter, act in such manner as it
reasonably considers to be beneficial to the interests of Party-A.

VX. TERMINATION:
1. Parties may, by a six-month prior notice, terminate this agreement under
the following situations:
 Safeway Inspection System Limited.
arvin@safeway-system.com
a. By mutual agreement;
b. By non-defaulting party, in the event of default by the other party in
due performance of its obligations under the agreement, which
default is not remedied within 30 days after receipt of written notice
of default from the non-defaulting party.
By either party if a force majeure situation makes it impossible to proceed
with the agreement in future.
.
X. INDEMNITY:
Party-B shall indemnify and hold harmless Party-A and vice versa Party-A
shall hold harmless Party-B against any expense, liability, loss, claim or
proceedings whatsoever in respect of any loss, damage whatsoever to
any property or personal injury to or death of any person arising out of or
in the course of or caused by carrying out of this agreement.

XI. ENTIRE UNDERSTANDING:

1. This agreement embodies the entire understanding between the
parties with respect of the matters contained or referred to in it and
there are no promises, terms, conditions or obligations, oral or written,
express or implied other than those contained in this agreement.
2. No variation or amendment of this agreement or oral promise or
commitment related to it shall be valid unless committed in writing and
signed by both the parties.

XII. NOTICES:

1. Any notice given under this deed shall be in writing and may be
served personally,
a. By registered or recorded delivery mail;
b. By telex or facsimile transmission (the latter confirmed by
telex or post), or by any other means which any party
specifies by notice to the others.
2. Each Party’s address for the service of notice shall the address
mentioned in the title of this agreement.
3. Party-A hereby appoint Arvin Cai as the contact person for this
agreement.
Name: Arvin Cai
Tel:+86 10 84833871
Mobile:+86 132 6186 7209
Email: arvin@safeway-system.com
4. Party-B hereby appoint XXXX as the contact person for this
agreement.
Name:
Tel:
Mobile:
Email:
XIII. LAW AND JURISDICTION:
 Safeway Inspection System Limited.
arvin@safeway-system.com
Parties herein consent to the jurisdiction of courts in Shenzhen (China) in
all matters regarding the terms and conditions of or any dispute arising out
of this agreement.
XIV. ARBITRATION:
Any dispute, differences or questions touching or arising out of or in
relation to this agreement or the subject matter thereof between the
parties shall be referred to arbitration by an arbitrator appointed by the
parties, at Singapore and the decision of the Arbitrator shall be final and
biding on the parties.

XV. FORCE MAJEURE:

Neither party shall be responsible to the other party for non performance
or delay in performance of any of its obligations under the agreements due
to war, revolution, riot, strike or other labour dispute, fires, flood, acts of
government or any other causes reasonably beyond its control. Upon
occurrence of a force majeure situation, the effected party shall
immediately notify the other party of any further developments.
Immediately after such condition is removed the effected party shall
perform.

IN WITNESS WHEREOF the parties hereto have signed this agreement on the
date, month, year and at the place first mentioned above:

Party-A Party-B
Safeway Inspection System Ltd
Signature

Name: Li Jianbo Name:

Title: President Title:

Witness Witness

Signature: Arvin Cai Signature

Title; Regional Sales Manager Title: