TERMS & CONDITIONS

DANKO Logistics Co., Ltd, a Hanoi, Vietnam Company hereinafter is referred to as “DANKO” and “Foreign Company” herein after is referred to as “Client” 

1.                 APPOINTMENT – Client hereby appoints DANKO as an authorized non-exclusive Agency and Sales Representative of Client’s products and services described herein, and Client hereby accepts the appointment. Both Client and DANKO understand this appointment is made with the intent of selling “Made in Client’s Country” products to all market segments of Vietnam, subject to the terms and conditions described herein. This appointment is non transferable and irrevocable. DANKO is to be considered an agent and authorized representative of the Client.

2.     2.              PRODUCT - Client agrees that all products in consideration for distribution to Vietnam are applicable to all National and Local laws of Vietnam regarding production, marketing, and distribution, of said products. Client further agrees to manufacture products with the identification marks “MADE IN Client’s Country” clearly and legibly printed on said product for consumer identification.  DANKO agrees to advise Client of any and all applicable regulations pertaining to said products in effect at that time.

3.                  LOYALTY

- DANKO shall: diligently promote, sell, and support Product and Services in accordance to Client’s business goals; Represent Client in a highly ethical and accurate manner; Not to engage in unethical means of selling product including “pay offs”, “price gouging “, and false representation; protect Client’s business plans and other confidential information from disclosure to competitors; not to copy, reverse engineer, decompile, disassemble, decrypt, nor modify the product in whole or part.

- CLIENT shall: be legally bound, hereby irrevocably agree and guarantee to fully pay the commission and other fees relating to this agreement to DANKO for each and all orders from any customer that DANKO found and sold first to, although the orders of these customers are through DANKO or not. Client shall not directly or indirectly, interfere with, circumvent or attempt to circumvent, avoid, by-pass, or obviate DANKO ’s interest, or the interest or relationship of DANKO with commission agents or to change, or avoid directly or indirectly payment of these fees. Commissions, fees or compensation to be paid as part of a transaction covering any customer to this agreement and shall be paid at the time such contracts are designated, unless otherwise agree upon.  Two sides hereby irrevocably and unconditionally agree and guarantee to honor and respect all such commission or fee arrangements.

4.                 TERRITORY - DANKO is hereby granted the right to represent Client in Continental Vietnam.

5.                 CUSTOMER BASE - DANKO is hereby granted the right to Represent Client’s Products and Services to Resellers in Vietnam, to Reseller Chains and two-tiered distributors.

6.                 DUTIES AND RESPONSIBILITIES OF DANKO - DANKO shall be retained in the capacity of Sales Agent and shall be held responsible for the following duties and responsibilities:

(a) sell, promote, and market the products/services described by the Client in Vietnam under the Client’s directions in accordance with Client’s policies, procedures and objectives;

(b) faithfully and accurately advise Client in matters of : Product branding, packaging, target markets, price points, and Vietnam, national and local regulations applicable;represent Client in all aspects of importing into Vietnam including but not limited to: representation to government entities, potential distribution and marketing partners;

(c) report to authorized representative once every (30), thirty days to discuss sales activities and related issues. In reference to cost, Client agrees to the manner of this reporting as electronic mail;

(d) provide duties as elected by the Client aforementioned in this Agreement;

(e) both parties understand that this is an unprecedented agreement in reference to distributing “MADE IN Client’s Country” products to Vietnam Market under sales agency representation. In accordance to this fact the Company realizes that there cannot be minimum sales quotas per quarter. DANKO shall commit to growing sales volume under the allowance of the preliminary (90), ninety day duration of this two year term Agreement for networking, and realization of its marketing and advertising efforts.

7.                SPECIAL SALES - DANKO shall have the right to quote and sell “Special” OEM or private label versions of Product as a Representative in accordance with Client capability and business objectives. All such sales shall be made via standard Client private label or OEM contract and approved by Client.  Client shall, within (2), two weeks after the money is banked pay DANKO the following commissions on the Gross amount received from such sale. Company shall not sell to DANKO ’s contracted OEM customers directly, provided DANKO has acted competently in all terms of this Agreement.

8.                      PRICES - DANKO is hereby entitled to an updated Product Price List monthly calculated with allowances for selling in predetermined volumes. Client will further grant DANKO negotiation rights up to 30% of list price.

9.                      ORDERS - DANKO shall, via Fax, Email, or Mail order a minimum of Client product quantities as specified in the current price list/product catalog, at least three weeks in advance of expected ship date. Order shall be placed C&F / CIF Port of Hai Phong, or Sai Gon, or DDP with the name of place is advised later unless otherwise agreed to by DANKO and Client. Client shall Fax, Email, or Mail an invoice acknowledging costs and notify agent of any expected delay or acceleration of delivery dates.

10.             PAYMENTS BY CUSTOMER - DANKO may accept payment on behalf of Client whereas the Customer insists on paying a Vietnam legal entity. DANKO shall report amount and provide supporting documentation including bank statements, deposit receipts, and Phone verification of deposit. DANKO shall, immediately notify Client of payment in accordance with payment terms set by Client; immediately forward monies to Bank account of Client instruction minus due commissions or invoices unpaid by Client set forth in this agreement.

11.                    PAYMENTS TO DANKO - Client shall, via wire transfer, pay for services plus due commissions, services rendered for elected services aforementioned in this agreement, retainer compensation, and banking costs  which shall be limited to 45.00 per transaction. Bank Wire Transfers shall be made to: (bank name and account number to be provided), Every 45 calendar days beginning with the effective date of this Agreement.

a)    RETAINER COMPENSATION - In consideration of DANKO ’s services, Client shall pay DANKO ______0_______ USD per year in quarterly installments of _______0_____  USD each. Installments are prepaid at the beginning of each quarter. Retainer compensation is to be paid via Wire Transfer.  Bank Wire Transfers shall be made to: (bank name and account number to be provided).  Retainer shall compensate all costs associated to all costs incurred by DANKO to advertise Client’s Products/Services, travel, Trade Show Entry, B2B portal membership; and  due amounts for Correspondence at Companies request, including phone, mail, and overnight delivery, banking costs, tariffs and duties owed to Vietnam Customs Services whereas represented by DANKO.

b)    COMMISSION SCHEDULE

COMMISSION	TERM PRICES:  CNF / CIF / DDP
___8___%	OF TOTAL SALE POINT OF PAYMENT

c)     ELECTED DUTIES - Client realizes DANKO offers additional services with intent to compliment the purpose of the services provided in this Agreement.  Company either elects to accept or decline additional services as indicated by officers initials in the appropriate column below:

ACCEPT	DECLINE	SERVICE	COST
_______	_______	Distribution of Products including: repacking, labeling, bar-coding, land transportation to buyers location, inventory management, transportation from port of entry to DANKO Warehouse, and all services not mentioned herein pertaining to logistics/transportation of Client’s Products to customers within Vietnam	_____ USD per carton cost.
_______	_______	Vietnam Branch office services including: physical address for Client, mail forwarding service, Incorporation services for Foreign Owned Company as a California Corporation.	_____ USD per month.
_______	_______	Buynam.com inclusion including featured Products and Services.   Real Time Payment processing services for Client for Client’s Product purchase by Vietnam Company.	_____ USD per month.   _____ % of sale Per  transaction.

12.               CLIENT SUPPORT - Client shall provide marketing materials, samples, technical support, and electronic images of product, Bill of materials, licensing information, and contact information. Client shall pay extraordinary costs such as payments required, levied, or fined by government agencies on the Client’s products that are represented by DANKO.

13.                INDEMNIFICATION- In the event a party is sued for misrepresentation of Product or Service features or for copyright or trade mark infringement caused by its own actions, that party shall indemnify and hold other parties harmless from the suit and any resulting judgments.

14.               TRADEMARKS AND COPYRIGHTS - Client hereby grants DANKO license to use Client’s trade marks, including logo, name, and Product names, in DANKO’s promotional material when such marks are used to identify DANKO as the provider of corresponding Product. Client grants DANKO rights to alter but not obscure Company trademark for packaging, printing and marketing purposes. DANKO shall take reasonable steps to ensure applicable end-user license and warranty statements accompany the shipment of Products to two tier distribution customers by DANKO. DANKO shall not alter or remove any copyright notices or proprietary notices on or in Product or other materials supplied by Client unless written permission is obtained from Client by DANKO.

15.             TERM – This Agreement shall endure for one year after the date of execution by both parties, and it shall be automatically renewed for annual periods unless one party notifies the other within  30 days prior to the termination date of an intent not to renew. Either party may terminate this Agreement at any time effective upon delivery to the other party of written notice in the event of insolvency, bankruptcy as and when due, assignment by the other party for the benefit of creditors, or appointment of a receiver for all or substantial part of the other party’s business or property. Either party may terminate this Agreement in the event of an unjustified material breach by the other party that has gone unremedied for 30 days or more after written notice by the offended party.  No breach of any provision of this Agreement shall relieve either party of the obligation to abide by any and all of the other provisions except as otherwise specified herein. This Agreement shall be binding upon and inure to the benefits of the successors and assigns of the parties hereto. And this agreement is signed through fax by two sides.

16.                 FORCE MAJEURE – Neither party shall be responsible for any failure to perform or delay in performing, any of its obligations hereunder where and to the extent that such failure or delay results from the causes outside the reasonable control of the party.

17.                WHOLE AGREEMENT: Each party acknowledges having read and understood this Agreement, and agrees that it constitutes the final, complete, and exclusive agreement of the parties in respect to the subject matter hereof and supersedes all prior offers, negotiations, understandings, and agreements.  No additional or different terms or conditions, or modifications to this Agreement, whether material or immaterial, shall become a part of the Agreement unless expressed in writing and signed by authorized representative of DANKO and Client. This agreement is signed in four ones and two for each side.

18.            GOVERNING LAW – This Agreement shall be governed, construed, and interpreted in accordance with the laws of Vietnam. Each party agrees to accept venue in Hanoi, Vietnam and to submit to the jurisdiction of the courts therein.