区域独家代理协议(中英文)

Exclusive Agency Agreement

This Agreement is entered between the parties concerned on the basis of equality and mutual benefit to

develop business on terms and conditions mutually agreed upon as follows:

1.

Contracting Parties

Supplier: (hereinafter called “party A”):

.

Agent: (hereinafter called “party B”):

Name:

Address:

2.

Appointment

It is mutually agreed that Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the

commodity stipulate in Article 3 from customers in the territory stipulated in Article 4, and Party B accepts

and assumes such appointment.

3.

Commodity

and produced by Party A.

4.

Territory

Party B can sell the products specified in Article 3 in market.

5.

Sale assignment of Party B

The mini-sales amount is USD from May 1st,2012 to April 30th,2013

The time of the order should be specified in the table 5-1

Time

May 1st-------July 31st,2012

Aug.1st--------Oct.30th,2012

Nov.1st,2012,--------Jan.31st,2013

Feb.1st -------Apr.30th, 2013

Table 5-1

Sale assignment finished

USD 0,000.00

USD 0,000.00

USD 0,000.00

USD 0,000.00

6.

Price

Name of Goods

Unit Price

Quantity

Total

7.

The responsibilities of Party A:

1) According to this exclusive Agency Agreement and Order confirmation in each transaction signed

by the two parties hereto, Party A should provide Party B qualified patient monitors ordered by

Party B timely.

2) In consideration of the exclusive rights granted herein, Party A should not, directly or indirectly,

sell or export the commodity stipulated in Article 3 to the customers in Territory stipulated in

Article 4; Party B shall not sell, distribute or promote any products competitive with or similar to

the above commodity in its territory and shall not solicit or accept orders for the purpose of

selling them outside its territory. Party A shall refer to Party B any enquiries or orders for the

commodity in question received by Party A from other firms in its territory during the validity of this

agreement.

3) Party A should provide a free comprehensive training about installation and maintenance to the

technician staff of Party B. The training location is the office of Party A. The two parties would

arrange the training.

4) Party A must provide party B timely and comprehensive after-sale service according to after-sale

service terms in this Agreement.

5) Party A must keep commercial secret for Party B.

8.

The responsibilities of Party B:

1) According to this agreement, Party B shall order from Party A on time, and shall send the written

purchase order (Including the e-mail and the fax)to Party A in each transaction, which specifies

the quantity, model, and other configuration requirements.

2) Party A owns the proprietary of the aforesaid commodity. Party B shall keep the price and

technology contents provided by Party A in secret, neverreveal them to the third party in any

methods and excuse.

3) Party B shall undertake the after-sale service for the end users in the territory aforesaid. Any

charge happened during after-sale service shall be borne by two parties according to after-sale

service terms in this agreement

4) Party B shall keep commercial secret for Party A.

9.

Consignment terms:

1) Delivery date: If the quantity of the order is below 10 units (Includes 10 units), Party A will deliver

cargo in 15 days after receipt of payment. If the quantity of the order is more than 10 units, Party

A will deliver cargo in 30 days after receipt of payment.

2) Party A should give Party B a written shipment advice by e-mail or by fax when the goods are

ready. Party B should inform Party A the details of the Consignee and the freight forwarder if

necessary within 5 working days after receipt of the advice. Otherwise the delay responsibility

should be undertaken by Party B.

10.

Payment terms:

1) Party A insist that all the payment before delivery, so Party B should transfer all the payment

according to the proforma invoice issued by Party A into bank account assigned by Party A timely before

the delivery. Party A would not be held responsible for the late delivery without receipt of all the payment.

2) Party B shall never delay the payment due to Party A with any excuse or method.

11.

After-sale service terms

1) Warranty: Party A shall provide after-sale service warranty for the

18 months for main unit, 6 months for accessories,

from the date of the delivery.(date shown on the AWB or B/L).

2) For the maintenance caused by non-artificial factor in warranty, Party A must provide replacing

parts free of charge after receiving the defective parts from Party B. Party A should undertake the

freight of the parts from Beijing to and Party B should undertake the freight of the

defective parts from to Beijing.

3) Party A should supply Party B the spare parts used in maintenance at special price. The special

price lists please refer to the Annexure A. And the amount of the spare parts cannot exceed the 10%

of the total amount of the purchase orders from Party B.

4) The warranty period would not renew when Party A repairs the failure unit.

5) Without the permission of Party A, any replacement or repair is not allowed.

Party A has right to refuse this kind of repair.

6) To the failure parts or units out of warranty, Party A can provide repair service and the parts for

replacing under the value of commercial invoice.

12.

Force majeure terms

In the duration of this Agreement, Either of two parties herein 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 sends a certificate of the event issued by the relevant authorities to the

other party within 15 days after its occurrence.

13.

Compensation terms

1) Party A and Party B should never delay delivery or the payment, and each of the parties couldn’t

terminate this agreement unilaterally (Except Force majeure), otherwise would be treated as

breach of this agreement.

2) If there is breach of agreement, each party can terminate this agreement, or renegotiate new

sales agency agreement and detailed terms.

14.

Validity of Agreement

This Agreement shall come into effect from May 1st,2012 to April 30th,2013 after which it shall continue for

the further periods of 12 (twelve) months each, unless terminated by either Party giving to the other Party

thirty (30) days prior written notice.

15.

Termination terms

1) This agreement would be terminated when following conditions occur:

a) Occurs breach of agreement and not renew in one month.

b) Occurs Force majeure.

c) This agreement matures and the two parties both have no idea to continue.

2) Additional condition

a) Above, if either of two parties herein wishes to terminate this agreement, one shall inform, in writing,

the other party 30 days prior. This agreement would be terminated after negotiation and written

confirmations by two parties hereto, otherwise the party who proposes termination would be held

responsible for the breach of agreement, and undertake relative responsibility.

3) If party B cannot achieve the minimum sale assignment on time stipulated in Article 5. Party A has right

to terminate this agreement and would not bind himself to this agreement.

4) Within one year from the date of the termination, either of two parties herein shall not reveal the

contents of this agreement and relative technologic materials to another party. Otherwise, the damaged

party could keep the right to accuse the other party legally.

5) This agreement may be cancelled by either party with 90 days written notice.

16.

Arbitration

All disputes arising from the execution of this Agreement shall be settled on the base of this agreement’s

items through friendly consultations. In case no settlement can be reached, the case in dispute shall then

be submitted to the Foreign Trade Arbitration Commission of the China Council for the Promotion of

International Trade for arbitration in accordance with its provisional rules of procedure. The decision made

by this Commission shall be regarded as final and binding upon both parties. Arbitration fees shall be

borne by the losing party, unless otherwise awarded.

17.

Other Terms & Conditions

1) In the duration of this Agreement, if either of two parties herein disagrees with the price in this

agreement, he can negotiate with the other party to make adjustment, but before getting further

agreement, the price in this agreement is still valid.

2) If either of two parties herein disagrees with some terms or conditions in this agreement, he can

notice the other part in writing, The new agreement resulted from negotiation would be the

attachment of this agreement.

Party A: Beijing Safe Heart Technology Co., Ltd. Party B: xxx company

Authorized Representative: Authorized Representative:

Signature: Signature: