AGENCY AGREEMENT

between[ ]and[ ]Subject – [ ]

B2M Limited
62 代寫留學(xué)生dissertation/留學(xué)生dissertation代寫   http://www.ttc-switch.com Watson Street
Aberdeen
Scotland
AB25 2SU

March 2002

Index to Clauses

Clause Page

1 Definitions, Interpretation and Miscellaneous
2 Appointment of Agent
3 Duration
4 Duties of the Agent
5 Duties of the Principal
6 Marketing of the Services
7 Sales Contracts
8 Commission and Expenses
9 Minimum Sales
10 Protection of Goodwill
11 Intellectual Property
12 Confidentiality
13 Assignation
14 Dispute Resolution
15 Force Majeure and Termination
16 Procedures on Termination
17 Indemnities
18 Governing Law and Jurisdiction


Schedule Parts

1 Nominated Companies
2 Products
3 Target Customers
4 Definitions, Interpretation and Miscellaneous


Annexes

1 Agent’s Marketing Plan 200x
2 Principal’s Ethics Policy
3 Principal’s Standard Terms and Conditions

AGENCY AGREEMENT

PARTIES: -

1. [ ] a company incorporated in Scotland (Number [ ]) and having its registered office at [ ] and its principal place of business at [ ](“the Principal”).

2. [ ] a company incorporated in [ ] and having its registered office at [ ] (“the Agent”).

RECITALS: -

A) The Principal is the [description of business activities].

B) The Agent is based in [ ] and carries on the business of [description of business activities] and has access to [type of contacts].

C) The parties agree that the Agent will act as [exclusive/non-exclusive/sole] agent in the Territory for the [services] of Principal and Nominated Companies affiliated to Principal with a view to successfully develop the market for those [services] in the Territory.

OPERATIVE PROVISIONS: -

1 DEFINITIONS AND INTERPRETATION

1.1 The parties agree the provisions within the Schedule are incorporated into this Agreement.

1.2 In addition to the Schedule, the parties agree in this Agreement the following means: -

“代寫留學(xué)生dissertation/留學(xué)生dissertation代寫   http://www.ttc-switch.com Commencement Date” means [ , 2000];

“Confidential Information” means all proprietary information of the Principal and its associates obtained by the Agent during this Agreement including but not limited to customer or pricing information, market research, marketing policies/strategies, engineering drawings or other technical data, personnel data and policies, accounts and other financial data, and any other confidential information or trade secrets which would be of advantage to a competitor of the Principal (or of any associate of the Principal) for the avoidance of doubt Confidential Information also includes this Agreement;-#p#分頁標(biāo)題#e#

“Marketing Plan” means the Agent’s marketing plan for 200x attached as Annex 2;

“Nominated Companies” means the associates of the Principal listed in the Schedule Part 1 or as varied from time by time by the Principal;

“Services” means the [ ] as listed in Part 2 of the Schedule or as varied from time to time by the Principal;

“Standard Terms and Conditions” means the Principal’s standard terms and conditions of sale attached as Annex 3, as amended from time to time;

“Target Customers” means those main customers the Agent is expected to bring to the Principal located in the Territory, whose details are listed in the Schedule Part 3 or as varied from time to time by the Principal; and

“Territory” means [state the geographical extent of territory]

2 APPOINTMENT OF AGENT

2.1 The Principal hereby appoints the Agent as agent of the Principal and its Nominated Companies for the marketing of the Services in the Territory to the Target Customers. The Agent agrees to act in that capacity, subject to the terms and conditions of this Agreement. The Agent acknowledges and agrees the Principal has entered into this Agreement on behalf of the Nominated Companies and that each Nominated Company has full power to enforce this Agreement in its own right.

2.2 The Agent’s appointment is on a [non-exclusive/sole/exclusive] basis {and the Agent agrees the Principal will be entitled to appoint other distributors, agents and representatives for the marketing of the Services in the Territory}.

3 DURATION

3.1 The Agent’s appointment takes effect from the Commencement Date (regardless of execution dates of this Agreement) and will continue for a fixed period of 12 months until the first anniversary of the Commencement Date.

3.2 This Agreement may be extended with the agreement of both parties, no later than 3 months before expiry of the fixed period on the same terms and conditions until terminated by either party serving 6 months written notice of termination on the other.

3.3 The provisions of Clause 15 will have precedence over the provisions of this Clause 3.

4 DUTIES OF THE AGENT

4.1 The Agent will act during this Agreement in the Principal’s interests and not allow any conflict of interest with those duties owed to the Principal.

4.2 Under this Agreement the Agent agrees to perform the following services on behalf of the Principal and any services as may be agreed in writing by the parties to: -

4.2.1 market the Services in the Territory to the Target Customers and use best efforts to obtain orders for the Services in accordance the Marketing Plan (Annex 2);

4.2.2 introduce potential customers, clients, consultants, contractors and government authorities to the Principal and Nominated Companies;

4.2.3 inform Principal and Nominated Companies of any market and other information including relevant laws, regulations and rules to assist the Principal and Nominated Companies to obtain any necessary or desirable licences, certificates or permits from government authorities within the Territory to secure and perform contracts;#p#分頁標(biāo)題#e#

4.2.4 report monthly in writing to the Principal and/or relevant Nominated Company on Target and potential customers, all the Agent’s activities in respect of the Services and of progress against the Marketing Plan or inquiries received;

4.2.5 assist and advise Principal and Nominated Companies on all matters relating to: -

4.2.5.1 importing, transporting and re-exporting of goods, equipment and material into or from the Territory as required;

4.2.5.2 collecting of all moneys due from customers in respect of Services performed by the Principal and the Nominated Companies; and

4.2.6 give such local assistance as may be required by Principal and Nominated Companies to secure contracts within the Territory from Target Customers, and, if secured, to effectively perform its obligations thereunder.

5 DUTIES OF THE PRINCIPAL

5.1 The Principal and each of the Nominated Companies will: -

5.1.1 act in good faith towards the agent; and

5.1.2 at own expense supply the Agent with brochures and other publicity materials as the Agent may reasonably require to market the Services;

6 MARKETING OF THE SERVICES

6.1 In connection with the marketing of the Services the Agent will: -

6.1.1 cultivate and maintain good relations with customers and potential customers in the Territory using sound commercial principles;

6.1.2 make clear, in all dealings with customers and prospective customers, that it is acting as “marketing agent” of the Principal and /or Nominated Companies;

{6.1.3 permit inspection of premises or any documents used by the Agent in connection with the sale of the Services;}

6.1.4 use only publicity or selling materials approved in writing by Principal or Nominated Company in relation to the Services;

6.1.5 take no actions or omissions which would bring the Principal or any Nominated Company into disrepute in the Territory;

6.1.6 maintain an active and suitably trained sales force;

6.2 The Agent will take all reasonable steps to implement the Marketing Plan. The parties will endeavour to update the next year’s Marketing Plan no later than 30 days prior to each calendar year-end. The Agent will advise the Principal in writing as soon as possible if it encounters any difficulties in implementing any significant aspect of the Marketing Plan.

7 SALES CONTRACTS

7.1 The Agent is not entitled to into contracts on behalf of Principal or Nominated Companies without prior written consent from the Principal or relevant Nominated Company.

7.2 The Agent will provide each customer and prospective customer with a copy of the Standard Terms and Conditions and make clear prior to entering into any sales contract that the Terms and Conditions apply to all sales of the Services by the Principal.

8 COMMISSION AND EXPENSES

8.1 Principal (for itself and on behalf of each Nominated Company) agrees to pay the Agent commission of [ ]% of Net Invoice Price for Services with a contract of sale concluded: -#p#分頁標(biāo)題#e#

8.1.1 by the Agent on behalf of the Principal or any Nominated Company; or

8.1.2 by Principal or Nominated Company following a sales enquiry referral by the Agent;

8.1.3 pursuant to this Agreement and after payment is received by the Principal or relevant Nominated Company.

8.2 Net Invoice Price in 8.1 is defined as the price for Services actually received by Principal or Nominated Company from the customer less taxes, insurance costs, transportation and other non-relevant charges.

8.3 The commission mentioned in Clause 8.1 will be payable by the Principal or relevant Nominated Company on receipt of each payment for each sales contract, and will be paid by the Principal or relevant Nominated Company in [Sterling] directly to the Agent’s nominated bank account or as may be directed by the Agent from time to time in writing.

9 MINIMUM SALES

If the aggregate Net Invoice Price (defined in clause 8.2) received by the Principal and/or Nominated Companies as a whole for Services in the Territory to the Target Customers during the first six months of the period of this Agreement is less than [£ ] the Principal will be entitled to terminate this Agreement by giving 30 days written notice to the Agent.

10 PROTECTION OF GOODWILL

10.1 The Agent agrees that during the period of this Agreement it will not: -

10.2.1 seek customers in any country which is outside the Territory; or

10.2.2 sell the Services to any customer within the Territory if the Agent knows or believes that customer intends to resell the Services in a country outside the Territory.

10.3 The Agent agrees that during this Agreement and for 6 months after it termination (unless such is due to a material breach of contract by Principal) it will not and will ensure its associates will not, be concerned or interested, either directly or indirectly, in any legal entity which carries on or proposes to carry on the sale in the Territory of any goods or services which compete with the Services (whether to Target Customers or others).

11 INTELLECTUAL PROPERTY

11.1 Agent will notify Principal of any actual or suspected infringement of Intellectual Property belonging to Principal, its Nominated Companies, and of any third party claim coming to its notice that the provision of the Services in the Territory infringes any rights of any other person. Agent will at Principal’s request and expense do all things reasonably required to assist Principal to resist any proceedings in relation to such infringement or claim.

11.2 Agent will not use any trademark or trade name resembling trademarks or trade names of the Principal or any Nominated Companies likely to cause confusion or deception.

12 CONFIDENTIALITY

12.1 Except as provided by Clauses 12.2 and 12.3, the Agent will at all times during this Agreement and after termination:-

12.1.1 use best endeavours to keep all Confidential Information confidential and accordingly not disclose any Confidential Information to any other person; and#p#分頁標(biāo)題#e#

12.1.2 not use any Confidential Information for any purpose other than the performance of the obligations under this Agreement.

12.2 No Confidential Information may be disclosed by Agent without prior written consent of the Principal and then only for purposes contemplated by the Agreement or as required by law and each case subject to Agent using best endeavors to ensure the relevant person keeps the same confidential and only uses the same for purposes for which disclosure is made.

12.3 The above restrictions do not apply to any Confidential Information that:

12.3.1 is, or hereafter becomes, public knowledge through no fault of the Agent; or

12.3.2 can be shown by the Agent, to the reasonable satisfaction of the Principal, to have been known to it prior to disclosure by the Principal to the Agent.

13 ASSIGNATION

13.1 Principal may at any time during this Agreement assign its rights and obligations (or those of any Nominated Company) to a third party who is an associate of the Principal and/or Nominated Company or a transferee to whom substantially all of the business and assets of the Principal or Nominated Company are transferred.

13.2 Agent has been appointed on account of its business expertise, capability and customer contracts and agrees that it is not entitled to assign, sub-contract, mortgage or charge its rights and obligations under this Agreement without prior written consent of the Principal.

14 DISPUTE RESOLUTION

14.1 If a dispute arises between the parties in relation to this Agreement, the parties will take all reasonable steps to negotiate settlement within 28 days of dispute arising. Any dispute not settled by negotiation may be referred to arbitration unless the Agreement states otherwise.

14.2 Either Party may request Arbitration by serving written notice on the other. All notices or communications shall be sent in such manner that communication may be recorded and served legally on the other Party. Any communication in terms of this clause shall be sent to the Parties’ addresses as set out in this Agreement.

14.3 Arbitration will be governed by the International Chamber of Commerce (ICC) rules. The venue for Arbitration will be [ ]. The arbitration shall be conducted in English and all written pleadings before it shall be in English.

14.4 The Parties must provide all facilities and requested information relating to the dispute to the Board of Arbitration. Refusal or default by a Party or its arbiter will not be permitted to obstruct or impede the arbitration process.

14.5 The Board of Arbiters have the power to make awards of damages for breach of contract, enforce performance, award compensation, or interest on any monetary award, and to decide upon and award expenses. Any decisions of the Board of Arbitration shall be final and binding and may be enforced through a court of competent jurisdiction.

14.6 Nothing in this clause will prevent either party from taking such action by way of interdict or injunction as the case may be or from seeking other interim protection from the courts where the party in question has reasonable grounds for believing that such action is necessary to protect its interests.#p#分頁標(biāo)題#e#

15 FORCE MAJEURE AND TERMINATION

15.1 If a party is affected by force majeure it will promptly notify the other and the parties will enter into discussions in good faith with a view to agreeing upon alternative arrangements.

15.2 Neither party affected by force majeure shall be deemed in breach of this Agreement, or liable to the other for any delay or non performance of obligations under the Agreement provided the other party has been notified of such in writing and the performance time of that obligation has been extended accordingly.

15.3 If force majeure prevails for over 90 days, Principal is entitled (not obliged) to terminate this Agreement giving the Agent 30 days written notice, whereby Clause 16 applies.

15.4 In addition to the rights in Clauses 9 and 15.3 the Principal will be entitled to terminate this Agreement by giving the Agent 30 days written notice if a material change in the ownership or control of the Agent occurs at any time.

15.5 Either party may immediately terminate this Agreement by written notice to the other if:

15.5.1 the other party commits a material breach of this Agreement and, if the breach is capable of remedy, fails to remedy the same within 30 days after receipt of written notice giving full particulars of the breach and requiring it to be remedied;

15.5.2 a creditor takes possession or a receiver is appointed over any of the property or assets of that other party or that other party makes a voluntary arrangement with its creditors or becomes subject to an administration order;

15.5.3 the other party becomes subject to a winding-up order or a provisional liquidator is appointed to it (except for amalgamation or reconstruction purposes and that the company resulting therefrom agrees to be bound by or assume the obligations imposed on that other party under this Agreement);

15.5.4 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party; or

15.5.5 that other party ceases, or threatens to cease, to carry on business.

15.6 In the event of termination of this Agreement by the Principal for any reason other than for cause, the Agent will be entitled to an indemnity only in terms of the Commercial Agents Regulations 1993 of the United Kingdom.

16 PROCEDURES ON TERMINATION

16.1 On the termination of this Agreement for any reason the Agent will:

16.1.1 at own expense within 30 days of termination send all publicity or sales material relating to the Services in the possession of the Agent to the Principal or otherwise dispose of in accordance with the directions of the Principal;

16.1.2 cease to promote, market or advertise the Services and cease to refer to itself as the marketing agent of Principal or Nominated Companies. Agent will not hold itself out as being affiliated with Principal or Nominated Companies nor have any claim against Principal for compensation for loss of agency rights, goodwill or any similar loss;#p#分頁標(biāo)題#e#

16.2 Upon termination, unless otherwise provided for in this Agreement or any obligations which have accrued, neither party will have any further obligation to the other. Both parties will act in good faith to achieve the objective of preserving insofar as practicable the reputation of the Principal, the Agent and the Services in the Territory.

16.4 Irrespective of termination of Agent’s appointment this Agreement’s terms will remain in full force and effect in relation to all antecedent rights and obligations and in respect of all matters expressly stated in the Agreement (or implied) to apply following such termination.

17 INDEMNITIES

17.1 For the purposes of Clause 17 the following words and expressions mean as follows: -

“Principal Group” means the Principal, Nominated Companies, their respective associates, and the respective officers, employees (including agency personnel) of all such legal entities, but excluding any member of the Agent Group;

“Agent Group” means the Agent, its associates and their respective employees (including agency personnel), but excluding any member of the Principal Group; and

“Third Party” means any legal person who is not a member of the Principal Group or the Agent Group.

17.2 Agent will be responsible for, and undertakes to indemnify, defend and hold harmless the Principal Group against all claims, losses, damages, costs (including legal costs), expenses and liabilities in respect of:-

17.2.1 personal injury including death or disease sustained to any person employed by Agent Group directly or indirectly in relation to performance or non-performance of this Agreement irrespective of cause and notwithstanding negligence or breach of duty (whether statutory or otherwise) of Principal Group or any Third Party and irrespective of any claim in tort or delict, under contract or otherwise at law; and

17.2.2 personal injury including death or disease or loss of or damage to the property of any Third Party directly or indirectly in relation to performance, non-performance or defective performance of this Agreement to the extent that any such injury, loss or damage is caused by negligence or breach of duty (whether statutory or otherwise) of the Agent Group.

17.3 The Principal will be responsible for, and undertakes to indemnify, defend and hold harmless the Agent Group against all claims, losses, damages, costs (including legal costs), expenses and liabilities in respect of: -

17.3.1 personal injury including death or disease to any person employed by Principal Group directly or indirectly in relation to performance or non-performance of this Agreement irrespective of cause and notwithstanding negligence or breach of duty (whether statutory or otherwise) of Agent Group or any Third Party and irrespective of any claim in delict, under contract or otherwise at law; and

17.3.2 personal injury including death or disease or loss of or damage to the property of any Third Party directly or indirectly in relation to performance or non-performance of this Agreement to the extent that any such injury, loss or damage is caused by negligence or breach of duty (whether statutory or otherwise) of Principal Group.#p#分頁標(biāo)題#e#

17.4 If either party becomes aware of any incident likely to give rise to a claim under the above indemnities, they will notify the other as soon as practicable and the parties will co-operate fully in investigating the incident.

18 EXCLUSION OF CONSEQUENTIAL LOSS

Neither Party shall be liable for one to the other for Consequential Loss arising out of the performance, defective performance or non-performance of this contract.

For purpose of this Clause the expression代寫留學(xué)生dissertation/留學(xué)生dissertation代寫   http://www.ttc-switch.com  "Consequential Loss" shall mean indirect losses and/or loss of production loss of product, loss of use and loss of revenue, profit or anticipated profit.

19 GOVERNING LAW AND JURISDICTION
19.1 This Agreement will be governed by and interpreted in accordance with the Law of Scotland and each party prorogates the non-exclusive jurisdiction of the Scottish Courts: IN WITNESS WHEREOF this Agreement is executed by the parties as follows: -

SUBSCRIBED for and on behalf of [ ]
at ______________________________
on _________________________, 200X
Signature Signature
Full Name Full Name
Designation Designation

SUBSCRIBED for and on behalf of [ ]
at ______________________________
on _________________________, 200X
Signature Signature
Full Name Full Name
Designation Designation

NOTE - The last page of the last Part of the Schedule and the front page of each Annex must also be signed by the signatories

This is the Schedule to the Agency Agreement between [ ] and [ ] dated [ ], 200X (“the Agreement”)

SCHEDULE

PART 1 - THE NOMINATED COMPANIES

Details of companies to be represented to be inserted

Name of Company Reg. No. Principal Place of Business
PART 2 - PRODUCTS

Repair and overhaul services in relation to the following [Products] will be marketed by the Agent in the Territory to Target Customers: -

Manufacturer Type/Model Company(ies) providing the repair and overhaul services

PART 3 - TARGET CUSTOMERS

The following parties are the initial target customers for the market of the Services by the Agent in the Territory: -

Name of Company Principal Place of Business

PART 4 - DEFINITIONS, INTERPRETATION AND MISCELLANEOUS

1. In the Agreement the following words and expressions will mean as follows: -

“associate” in relation to a party means 1) its holding company, its subsidiaries and any other subsidiaries of that holding company as those terms are defined in the Companies Act 1985, 2) any individual who is a director that party and 3) any legal person who directly or indirectly is the beneficial owner of 50% or more of the voting capital of that party;#p#分頁標(biāo)題#e#

“business day” means a day when banks in Edinburgh and [principle city in the territory] are open for business;

“change of ownership or control” occurs if a party who was not a shareholder of the Agent at the Commencement Date acquires more than 25% of the voting capital of the Agent or more than 25% of the voting rights at general meetings of the Agent or if the senior management team of the Agent has changed in a material manner;

“force majeure” means any event outwith the control of the relevant party to the Agreement and includes the 1) imposition of sanctions or trade restraints so that it is illegal to sell the Services in the Territory 2) outbreak of hostilities (whether or not war is officially declared) 3) acts of terrorism and 4) natural disasters, but excluding a) industrial action by employees of the relevant party and b) movements in currency exchange rates, inflation and interest rates; and

“intellectual property” means copyright, design rights, trade marks, patents and other industrial rights of a similar nature whether registered or unregistered.

2.1 In this Agreement, unless otherwise specified or the context otherwise requires, reference to the Agreement includes the Recitals, Schedules and Annexes attached and executed as relative to the Agreement, a Clause is a clause in the Agreement, a Schedule is the relevant schedule attached and executed as relative to the Agreement, an Annex is the relevant annex attached and executed as relative to the Agreement, and a Paragraph is a paragraph in the relevant Schedule;

2.2 In the Agreement, unless otherwise specified or the context otherwise requires, words importing any gender includes the other gender, natural persons includes corporations and vice versa, the singular includes the plural and vice versa, and the whole will be treated as including a reference to any part thereof; and

2.3 reference to any statute, regulation, directive, treaty or part thereof will be construed as reference thereto as amended or re-enacted or as the application thereof is modified by other provisions from time to time (whether before or after the last date of execution of the Agreement), will be construed as including references to any provision of which they are re-enactments (whether with or without modification) and will be construed as including references to any order, instrument, regulation or other subordinate legislation made pursuant thereto.

3. The rule of construction that general words preceded by words indicating a particular class of acts, matters or things, or followed by particular examples, are to be interpreted as applying to acts matters or things of the same kind, will not apply in construing the Agreement.

4. In the Agreement the headings to Clauses and Paragraphs are included for convenience only and will not affect the construction of the Agreement.

5. The parties undertake to each other that they will from time to time after execution of the Agreement execute such further documents and do such further acts and things as may reasonably be required for the purpose of ensuring that any transfer of title or other interest in any form of property provided for in the Agreement is fully and properly implemented in accordance with the Agreement.#p#分頁標(biāo)題#e#

6. Notwithstanding delivery of any document by one party to another pursuant to the Agreement each and every right and obligation of the parties under the Agreement will, except in so far as fully performed by such delivery, continue in full force and effect.

7. Any provision of the Agreement which is expressed or intended to have effect on, or to continue in force after, the termination of the Agreement will have such effect, or, as the case may be, continue in force after such termination.

8. If any provision of the Agreement will to any extent be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby and each of the provisions of the Agreement will be valid, legal and enforceable to the fullest extent permitted by law.

9. No failure on the part of a party to exercise, and no delay on its part in exercising, any right or remedy under the Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

10. The rights of any party (“the aggrieved party”) in respect of a breach of any provision of the Agreement by another party will not be affected by the delivery of any document pursuant to the Agreement nor by any investigation made by the aggrieved party nor by the giving of any time or other indulgences by the aggrieved party to any person nor by the aggrieved party rescinding or not rescinding the Agreement nor by any other cause whatsoever, except a specific waiver or release by the aggrieved party in writing and any such waiver or release will not prejudice or affect any remaining rights of the aggrieved party.

11. Any consent given by a party under any provision of the Agreement will be effective only in the instance and for the purpose for which it is given and the giving of any such consent in respect of any act or thing will not operate as a waiver of any requirement on the party to whom the consent is given not to do that or any other act or thing at any time in the future without such consent.

12. Any right of rescission conferred upon a party by the Agreement will be in addition to and without prejudice to all other rights and remedies available to it.

13. The rights and remedies of the parties under the Agreement are cumulative and not exclusive of each other or of any other right or remedy.

14. The Agreement will be binding on the parties and their respective executors, personal representatives and successors whomsoever and, unless the context otherwise requires, references to the parties will include references to such executors, personal representatives and successors.

15. The parties will each pay their own costs and outlays in connection with the preparation, execution and carrying into effect of the Agreement.

16. The Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and expressly excludes any warranty, condition or other undertaking implied at law or by custom and supersedes all previous agreements and understandings between the parties with respect thereto and each of the parties acknowledges and confirms that it did not enter into the Agreement in reliance of any representation, warranty or other undertaking not fully reflected in the terms of the Agreement (except where such representation, warranty or other undertaking has been given fraudulently or with fraudulent intent).#p#分頁標(biāo)題#e#

17. No variation of the Agreement will be effective unless made in writing and duly executed by all of the parties to the Agreement.

18. Any notice or communication to be given by one party to another under, or in connection with this Agreement will be communicated to that party at the address recorded in the Agreement or to such United Kingdom address as may from time to time be specified by the relevant party, by notice given according to this Clause. Such communication or notice to be given by one party to another under, or in connection with this Agreement will be in writing and will be delivered either by hand, by first class pre-paid recorded delivery, by registered post or by facsimile, and will be deemed to have been received a) if delivered by hand prior to 5pm on a business day, when delivered, and in any other case on the business day following the day of delivery or b) if delivered by first class pre-paid recorded delivery or registered post, on the second business day following the day of posting or c) if delivered by facsimile where the transmission occurs prior to 5pm on a business day, on acknowledgment by the addressee’s facsimile receiving equipment.代寫留學(xué)生dissertation/留學(xué)生dissertation代寫   http://www.ttc-switch.com 

19. Nothing in the Agreement constitutes a partnership between the parties. The Agent is an independent contractor, not an employee of the Principal or any Nominated Company.

______________________________
for [ ]

______________________________
for [ ]